Hepion Pharmaceuticals, Inc. 8-K

What Happened Hepion Pharmaceuticals, Inc. (HEPA) filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 17, 2026. As of the April 28, 2026 record date, there were 29,119,476 shares of common stock outstanding (including 85,581 shares issuable on conversion of Series A Preferred Stock). Five director nominees — Gary Stetz, Vincent LoPriore, Michael Purcell, Sireesh Appajosyula and Chase LoPriore — were elected. The company also ratified Grassi & Co., CPAs, P.C. as independent auditors for fiscal 2026 and approved an amendment to its 2023 Omnibus Equity Incentive Plan to increase the share reserve to 8,000,000 from 200,000.

Key Details

• Director elections (votes For / Withheld; broker non-vote = 4,816,704 for these items):
  • Gary Stetz: 13,498,755 For; 153,947 Withheld
  • Vincent LoPriore: 13,492,507 For; 160,195 Withheld
  • Michael Purcell: 13,186,912 For; 465,790 Withheld
  • Sireesh Appajosyula: 13,503,469 For; 149,233 Withheld
  • Chase LoPriore: 13,492,110 For; 160,592 Withheld
• Auditor ratification: 18,128,998 For; 116,985 Against; 223,423 Abstained (no broker non-votes).
• Equity plan amendment: approved with 13,442,072 For; 208,879 Against; 1,751 Abstained; broker non-vote 4,816,704. Amendment increases 2023 Omnibus Equity Incentive Plan share reserve from 200,000 to 8,000,000.

Why It Matters These results confirm board continuity and the re-appointment of independent auditors, both routine governance outcomes. The large approved increase in the equity incentive plan (to 8 million shares) materially expands the company’s ability to grant stock-based awards, which could affect shareholder dilution and executive compensation over time. Investors should note the substantial number of broker non-votes (4.8M) on director and equity-plan items and the reported outstanding share count (29,119,476) when assessing voting percentages and potential dilution.